2015 ORS 60.567¹
Dissenters’ notice

(1) If a proposed corporate action that creates dissenters’ rights under ORS 60.554 (Right to dissent) is authorized at a shareholders’ meeting, the corporation shall deliver a written dissenters’ notice to all shareholders who satisfied the requirements of ORS 60.564 (Notice of intent to demand payment). If a proposed corporate action that creates dissenters’ rights under ORS 60.554 (Right to dissent) is authorized by written consent without a meeting in accordance with ORS 60.211 (Action without meeting) (1)(b), the corporation shall deliver a written dissenters’ notice to all shareholders who are entitled to assert dissenters’ rights.

(2) The dissenters’ notice must be sent no later than 10 days after the corporate action was taken, and must:

(a) State where the payment demand must be sent and where and when certificates for certificated shares must be deposited.

(b) Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received.

(c) Supply a form for demanding payment that includes the date of the first announcement of the terms of the proposed corporate action to news media or to shareholders and requires that the person asserting dissenters’ rights certify whether or not the person acquired beneficial ownership of the shares before that date.

(d) Set a date by which the corporation must receive the payment demand. This date may not be fewer than 30 nor more than 60 days after the date on which the notice described in subsection (1) of this section is delivered.

(e) Be accompanied by a copy of ORS 60.551 (Definitions for ORS 60.551 to 60.594) to 60.594 (Court costs and counsel fees). [1987 c.52 §129; 2015 c.28 §7]

Notes of Decisions

Under Former Similar Statutes (Ors 57.865 to 57.890)

In determining "fair value" of dissenter's shares under dissenters' rights statute, applica­tion of mi­nority discount was not appropriate. Columbia Manage­ment Co. v. Wyss, 94 Or App 195, 765 P2d 207 (1988), Sup Ct review denied

Law Review Cita­tions

Under Former Similar Statutes (Ors 57.865 to 57.890)

18 WLR 123 (1982)

In General

30 WLR 373 (1994)

Chapter 60

Notes of Decisions

In General

Owner of corporate shares that does not meet defini­tion for "shareholder" does not have statutorily created inspec­tion rights. Yeoman v. Public Safety Center, Inc., 241 Or App 255, 250 P3d 411 (2011), Sup Ct review denied

Atty. Gen. Opinions

Under Former Similar Statutes (Ors Chapter 58)

This chapter as authorizing partnership of corpora­tion and individual; validity of partnership between a private corpora­tion and an individual when corpora­tion charter so provides, (1972) Vol 36, p 94

Law Review Cita­tions

Under Former Similar Statutes (Ors Chapter 57)

18 WLR 123 (1982)

In General

24 WLR 203, 257, 275 (1988); 30 WLR 407 (1994)


1 Legislative Counsel Committee, CHAPTER 60—Private Corporations, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors060.­html (2015) (last ac­cessed Jul. 16, 2016).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2015, Chapter 60, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano060.­html (2015) (last ac­cessed Jul. 16, 2016).
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.